Filed by Hewlett-Packard Company Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: Compaq Computer Corporation
Commission File No.: 333-73454
This filing relates to a planned merger (the "Merger") between Hewlett-Packard
Company ("HP") and Compaq Computer Corporation ("Compaq") pursuant to the terms
of an Agreement and Plan of Reorganization, dated as of September 4, 2001 (the
"Merger Agreement"), by and among HP, Heloise Merger Corporation and Compaq. The
Merger Agreement is on file with the Securities and Exchange Commission as an
exhibit to the Current Report on Form 8-K, as amended, filed by Hewlett-Packard
Company on September 4, 2001, and is incorporated by reference into this filing.
The following is an article relating to the Merger. The article is posted on
HP's internal web site.
FIELDING THE TOUGH ONES
JACK WELCH, CNBC INTERVIEW CARLY
In a February 7 television interview, CEO Carly Fiorina responded to a series of
pointed HP-Compaq merger-related questions from a panel that included former
General Electric CEO Jack Welch and several CNBC journalists.
Welch asked Fiorina to comment on Walter Hewlett's argument that the European
Commission was able to approve the deal quickly because HP and Compaq's
competitors "want this deal to go through." Hewlett's argument implied, said
Welch, that since the merger would allow competitors to take advantage of the
resulting "chaos in the industry," they didn't raise opposition to the deal.
Fiorina replied that the European Commission demonstrated an exceptionally
"thorough" and "professional" process in determining that the merger was not
anti-competitive. "We didn't politicize it and we didn't publicize it," she
said. "We stuck with the substance of the case, and I think they concluded that
while we've become a stronger competitor, this is a pro-competition case."
Later in the interview, Welch said that on a recent visit to the San Francisco
Bay Area, he observed two "camps" weighing in with very different opinions on
the merger. How, he wondered, is the momentum shifting inside the company?
Fiorina would place most employees in one of three groups, she said: "There are
some who resist change and we continue to work with them. There are some who
have legitimate concerns and questions, and for them, we continue the
communication process of why this is the best step forward. And I think there's
a third camp of employees who understand this and are actually very
enthusiastic.
"But I have no doubt that the people of HP and the people of Compaq can execute
this as they're demonstrating in the market every day and can integrate these
two companies."
TURNING OF THE TIDE
When asked about why she appears confident about winning the shareowner vote,
Fiorina reminded interviewer David Favor that she cannot predict the outcome of
the vote. However, she noted that she is witnessing a "momentum shift" regarding
the merger.
"Beyond that, my confidence comes ultimately from the rationality and good
judgment of the owners of this company," she stated. When these owners --
institutional and retail shareowners -- hear the specifics of the case, good
judgment, rather than the "generalities of headlines," will prevail, she added.
During the interview, Carly stressed that the decision to merge with Compaq
culminated from an extensive two-and-a-half year process of planning and
deliberation by the board.
"Every alternative that our critics have proposed," she said, "we have looked at
carefully and we have rejected, not because it's not doable, but because it's
not as good" as the merger.
When CNBC journalist Joe Kerner prodded Carly to comment on Walter Hewlett's
opposition to the merger, she declined to speculate on the board member's
decisions.
"I certainly understand anyone's right to vote their own shares," she said.
"But, frankly, I can neither justify or explain Walter's actions as a board
member, so I won't try. But the reality is this is not about Walter and this
isn't even about me. This is about the company and it is about whether or not we
are going to do what is right to create shareowner value."
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that involve risks,
uncertainties and assumptions. If any of these risks or uncertainties
materializes or any of these assumptions proves incorrect, the results of HP and
its consolidated subsidiaries could differ materially from those expressed or
implied by such forward-looking statements.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any projections of
earnings, revenues, synergies, accretion or other financial items; any
statements of the plans, strategies, and objectives of management for future
operations, including the execution of integration and restructuring plans and
the anticipated timing of filings, approvals and closings relating to the Merger
or other planned acquisitions; any statements concerning proposed new products,
services, developments or industry rankings; any statements regarding future
economic conditions or performance; any statements of belief and any statements
of assumptions underlying any of the foregoing.
The risks, uncertainties and assumptions referred to above include the ability
of HP to retain and motivate key employees; the timely development, production
and acceptance of products and services and their feature sets; the challenge of
managing asset levels, including inventory; the flow of products into
third-party distribution channels; the difficulty of keeping expense growth at
modest levels while increasing revenues; the challenges of integration and
restructuring associated with the Merger or other planned acquisitions and the
challenges of achieving anticipated synergies; the possibility that the Merger
or other planned acquisitions may not close or that HP, Compaq or other parties
to planned acquisitions may be required to modify some aspects of the
acquisition transactions in order to obtain regulatory approvals; the assumption
of maintaining revenues on a combined company basis following the close of the
Merger or other planned acquisitions; and other risks that are described from
time to time in HP's Securities and Exchange Commission reports, including but
not limited to HP's annual report on Form 10-K, as amended on January 30, 2002,
for the fiscal year ended October 31, 2001 and HP's registration statement on
Form S-4 filed on February 5, 2002.
HP assumes no obligation and does not intend to update these forward-looking
statements.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
On February 5, 2002, HP filed a registration statement with the SEC containing a
definitive joint proxy statement/prospectus regarding the Merger. Investors and
security holders of HP and Compaq are urged to read the definitive joint proxy
statement/prospectus filed with the SEC on February 5, 2002 and any other
relevant materials filed by HP or Compaq with the SEC because they contain, or
will contain, important information about HP, Compaq and the Merger. The
definitive joint proxy statement/prospectus and other relevant materials (when
they become available), and any other documents filed by HP or Compaq with the
SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover
Street, Palo Alto, California 94304, 650-857-1501. Investors and security
holders may obtain free copies of the documents filed with the SEC by Compaq by
contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas
77269-2000, 800-433-2391. Investors and security holders are urged to read the
definitive joint proxy statement/prospectus and the other relevant materials
(when they become available) before making any voting or investment decision
with respect to the Merger.
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